Equity withdrawal mechanism

Equity withdrawal mechanism
2021年08月19日16:52:35 0 365

Equity withdrawal mechanism

I. Equity transfer

 

1. Transfer of equity between shareholders

 

Article 72 of the Company Law stipulates that shareholders of a limited liability company may transfer all or part of their equity to each other.

 

2. Transfer of equity by persons other than shareholders

 

Article 72, paragraph 2 of the Company Law stipulates that shareholders who transfer equity to persons other than shareholders shall agree with more than half of the other shareholders. Shareholders shall notify other shareholders in writing of their share transfer in writing for consent. Other shareholders who do not reply within 30 days from the date of receipt of the written notice shall be deemed to have agreed to the transfer. If more than half of the other shareholders disagree with the transfer, the shareholders who do not agree shall purchase the equity of the transfer; if they do not purchase, they shall agree to the transfer.

 

3. Provisions on the transfer of shares in the company's articles of association

 

Article 72, paragraph 4 of the "Company Law" stipulates that if the company's articles of association have other provisions on the transfer of equity, the provisions shall prevail.

 

Second, the shareholders can ask the company to buy back the shares at a reasonable price.

 

Statutory circumstances for applying for a share withdrawal

 

The shareholding of a limited liability company shareholder must comply with the three statutory circumstances for shareholders to apply for a share withdrawal as stipulated in the Company Law. Article 75 of the "Company Law" confirms the shareholding of shareholders of a limited liability company:

 

In any of the following circumstances, shareholders who vote against the resolution of the shareholders' meeting may request the company to acquire its shares at a reasonable price:

 

(1) The company does not distribute profits to shareholders for five consecutive years, and the company shall continue to make profits for five years and meet the conditions for the distribution of profits as stipulated in this Law;

 

(2) The company merges, separates or transfers the main property;

 

(3) The expiration of the business period stipulated in the company's articles of association or other reasons for dissolution as stipulated in the articles of association, and the shareholders' meeting passed a resolution to amend the articles of association to make the company survive.

 

Within 60 days from the date of the resolution of the shareholders' meeting, if the shareholders and the company cannot reach the equity purchase agreement, the shareholders may file a lawsuit with the people's court within 90 days from the date of the resolution of the shareholders' meeting.

 

Third, the company is dissolved

 

From the analysis of the provisions of the company law, shareholders in the case of the dissolution of the company is equivalent to the legal effect of withdrawing from the company.

 

1. Dissolve the company in accordance with the provisions of the company's articles of association or the resolution of the shareholders' meeting

 

Article 181 of the "Company Law" stipulates: (1) the expiration of the business period stipulated in the company's articles of association or other reasons for dissolution as stipulated in the company's articles of association; (2) the resolution of the shareholders' meeting or the general meeting of shareholders is dissolved. According to the second item of the first paragraph of the article, the company can be dissolved. It can be seen that when the company is dissolved according to the company's articles of association or the resolution of the shareholders' meeting, the company's shareholders actually obtained the legal purpose of withdrawing from the company.

 

2. In special circumstances, shareholders may apply to the people's court for compulsory dissolution of the company.

 

3. Bankruptcy liquidation

 

Article 187, paragraph 2 of the "Company Law" stipulates that the company's property is paid separately for the liquidation expenses, employee wages, social insurance fees and statutory compensation, the payment of the taxes owed, and the settlement of the company's debts. The responsible company is allocated according to the share of the shareholders' capital contribution.

 

Compare the three types of shareholders' exit mechanism:

 

Equity transfer, the two sides agree, the fastest and most effective way;

 

When the company repurchases and meets the statutory requirements, the requirements are stricter;

 

The company was dissolved, the shareholders' meeting disbanded the company, and the law required the dissolution of the company, the company's compulsory liquidation, bankruptcy liquidation.

 

The program is more complicated and can also achieve the effect of exiting.

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